UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
STERLING BANCORP, INC.
(Exact name of registrant as specified in its charter)
Michigan | 38-3163775 | |||
(State or other jurisdiction of incorporation or organization)
| (IRS Employer Identification No.)
|
One Towne Square, Suite 1900
Southfield, Michigan 48076
(Address of principal executive offices) (Zip Code)
Sterling Bank & Trust 401(k) Plan
(Full title of the plan)
Elizabeth M. Keogh
Chief Legal Officer & Corporate Secretary
Sterling Bancorp, Inc.
One Towne Square, Suite 1900
Southfield, Michigan 48076
(248) 355-2400
COPY TO:
Robert C. Azarow, Esq.
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, NY 10019
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |
Non-accelerated filer | ¨ | Smaller reporting company | x | |
Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E to Form S-8, Sterling Bancorp, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register an additional 300,000 shares of common stock, no par value, for issuance under the Sterling Bank & Trust 401(k) Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on April 1, 2022 (Registration No. 333-264058) to the extent not superseded hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed or furnished herewith:
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, State of Michigan, on March 29, 2023.
STERLING BANCORP, INC. (Registrant) | ||
By: | /s/ Thomas M. O’Brien | |
Thomas M. O’Brien (Principal Executive Officer) |
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Karen Knott and Elizabeth M. Keogh, and each of them individually, as their true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or either one of his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date |
/s/ Thomas M. O’Brien | Chairman and Chief Executive Officer (Principal Executive Officer) | March 29, 2023 |
Thomas M. O’Brien | ||
/s/ Karen Knott | Chief Financial Officer (Principal Financial and Accounting Officer) | March 29, 2023 |
Karen Knott | ||
/s/ Peggy Daitch | Director | March 29, 2023 |
Peggy Daitch | ||
/s/ Tracey Dedrick | Director | March 29, 2023 |
Tracy Dedrick | ||
/s/ Michael Donahue | Director | March 29, 2023 |
Michael Donahue | ||
/s/ Steven e. Gallotta | Director | March 29, 2023 |
Steven E. Gallotta | ||
/s/ Denny Kim | Director | March 29, 2023 |
Denny Kim | ||
/s/ Eboh Okorie | Director | March 29, 2023 |
Eboh Okorie | ||
/s/ Benjamin Wineman | Director | March 29, 2023 |
Benjamin Wineman | ||
/s/ Lyle Wolberg | Director | March 29, 2023 |
Lyle Wolberg |